Exhibit 10.2

SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement (this “Agreement”) is made and entered into this 17th day of May 2021 by and among CX NETWORK GROUP, INC. (“CXN” and Seller), a company formed under the laws of Nevada, KUN PENG INTERNATIONAL HOLDINGS LIMITED, (“KPI”), a British Virgin Islands company limited by shares, and KPI’s shareholders, Kunpeng Tech Limited, Kunpeng TJ Limited, Pui Chun Wong, Sheng Liao, and Wenqiang Wang (the “KPI Shareholders”). KPI, the KPI Shareholders, and CXN shall be sometimes collectively referred to as the “Company” and “Buyers”).

WHEREAS, the KPI Shareholders are the owners of record of 100% of the issued and outstanding shares of KPI; and

WHEREAS, the KPI Shareholders desire to acquire from CXN an aggregate of 34,158,391, or approximately 85.4%, of CXN’s shares of Common Stock, par value $0.0001 per share (the “CXN Shares”), in exchange for 100% of the outstanding shares of KPI (the “Exchange Shares”); and

WHEREAS, the offer and sale of the CXN Shares by CXN is intended to be exempt from the registration provisions of Section 5 under the Securities Act of 1933, as amended, (the “Securities Act”) pursuant to the provisions of Regulation S (“Regulation S”) which was adopted by the Securities and Exchange Commission (the “SEC”) under the Securities Act.

NOW, THEREFORE, in consideration of the mutual terms, conditions, and other agreements set forth herein, the parties hereto hereby agree as follows:

ARTICLE I
SHARE EXCHANGE

Section 1.01 Share Exchange. Subject to the terms and conditions of this Agreement, at the Closing, the KPI Shareholders transfer to CXN all of the shares that they hold in KPI (which constitutes 100% of the equity ownership of KPI) and, in consideration therefor, CXN shall issue an aggregate of 34,158,391 newly issued, fully paid and non-assessable shares of CXN, par value $0.0001, to the KPI Shareholders as follows:

ARTICLE II
CLOSING

Section 2.01 Date and Place of Closing. The closing (the “Closing”) of the transactions contemplated hereby shall be, subject to the satisfaction or waiver of the applicable conditions set forth herein, take place in Beijing, China, at the offices of King Eagle (as defined below), or other place as the parties may mutually agree, at 10:00 a.m. (Beijing, China Time) on or before May 21, 2021 (“Closing Date”); provided that the Parties may mutually agree in writing to a later date.

Section 2.02 Deliveries at Closing.

(a) At the Closing, CXN shall deliver to each KPI Shareholder a certificate evidencing the number of newly issued CXN Shares set forth in Section 1.01, above.

(b) At or prior to the Closing, each KPI Shareholder shall deliver to CXN all of the shares that they own in KPI duly endorsed for transfer to CXN together with a bought note, instrument of transfer, and such other documentation or instruments as shall be necessary to transfer the Exchange Shares.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF CXN

CXN hereby represents, warrants, and agrees as of the date of this Agreement and the Closing Date as follows:

Section 3.01 Corporate Organization

a. CXN is a corporation duly organized, validly existing, and in good standing under the laws of Nevada, and has all requisite corporate power and authority to own its properties and assets and to conduct its business and is duly qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of CXN.

b. Copies of the Certificate of Incorporation and Bylaws of CXN, with all amendments thereto to the date hereof, have been furnished to KPI and each of the KPI Shareholders, and such copies are accurate and complete as of the date hereof. The minute books of CXN are current as required by law, contain the minutes of all meetings of the Board of Directors and shareholders of CXN from its date of incorporation to the date of this Agreement, and adequately reflect all material actions taken by the Board of Directors and shareholders of CXN.

Section 3.02 Capitalization of CXN. The authorized capital stock of CXN consists of 40,000,000 shares of common stock, par value $0.0001 per share. As of the date hereof, CXN has 21,376,918 shares of common stock issued and outstanding. All of the issued shares of capital stock of CXN have been duly authorized, and are validly issued, fully paid and non-assessable. Mr. Wenhai Xia is the owner of 16,683,334 shares of CXN common stock, and he has agreed to cancel 15,535,309 shares that he holds and contribute them back to the Company. The cancellation and contribution of those shares to the Company by Mr. Xia will facilitate the transaction and adjust the capitalization of the CXN so that an additional 15,535,309 shares may be issued to the KPI Shareholders.

The parties agree that they have been informed of the issuances of these CXN Shares, and that all such issuances of CXN Shares pursuant to this Agreement will be in accordance with the provisions of this Agreement. All of the CXN Shares to be issued pursuant to this Agreement have been duly authorized, and will be validly issued, fully paid and non-assessable, and no personal liability will attach to the ownership thereof, and in each instance, they will have been issued in accordance with the registration requirements of applicable securities laws or an exemption therefrom. As of the date of this Agreement there are no outstanding options, warrants, agreements, commitments, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any shares of capital stock or any un-issued or treasury shares of capital stock of CXN.

Section 3.03 Subsidiaries and Equity Investments. CXN has no subsidiaries or equity interest in any corporation, partnership, or joint venture except as provided in this Agreement.

Section 3.04 Authorization and Validity of Agreements. CXN has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby and upon the execution and delivery by KPI and the performance of its obligations herein, this Agreement will constitute a legal, valid and binding obligation of CXN. The execution and delivery of this Agreement by CXN and the consummation by CXN of the transactions contemplated hereby have been duly authorized by all necessary corporate action of CXN, and no other corporate proceedings on the part of CXN are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.

Section 3.05 No Conflict or Violation. The execution, delivery and performance of this Agreement by CXN do not and will not violate or conflict with any provision of its Certificate of Incorporation and Bylaws, and do not and will not violate any provision of law, or any order, judgment or decree of any court or other governmental or regulatory authority, nor violate or result in a breach of or constitute (with due notice or lapse of time or both) a default under, or give to any other entity any right of termination, amendment, acceleration or cancellation of any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which CXN is a party or by which it is bound or to which any of its properties or assets is subject, nor will it result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever upon any of the properties or assets of CXN, nor will it result in the cancellation, modification, revocation or suspension of any of the licenses, franchises or permits to which CXN is bound.

Section 3.06 Consents and Approvals. No consent, waiver, authorization, or approval of any governmental or regulatory authority, domestic or foreign, or of any other person, firm or corporation is required in connection with the execution and delivery of this Agreement by CXN or the performance by CXN of its obligations hereunder.

Section 3.07 Absence of Certain Changes or Events.

a. As of the date of this Agreement, CXN does not know or have reason to know of any event, condition, circumstance or prospective development which threatens or may threaten to have a material adverse effect on the assets, properties, operations, prospects, net income or financial condition of CXN.

b. Since its inception, there has not been any declaration, setting aside or payment of dividends or distributions with respect to shares of capital stock of CXN.

c. Since its inception, there has not been an increase in the compensation payable or to become payable to any director or officer of CXN.

Section 3.08 Disclosure. This Agreement does not contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements contained herein and/or therein not misleading.

Section 3.09 Litigation. There is no action, suit, proceeding or investigation pending or threatened against CXN that may affect the validity of this Agreement or the right of CXN to enter into this Agreement or to consummate the transactions contemplated hereby.

Section 3.10 Securities Laws.

a. CXN has complied in all material respects with applicable United States securities laws, rules, and regulations, as such laws, rules, and regulations apply to CXN and its securities.

b. All shares of capital stock of CXN have been issued in accordance with applicable United States securities laws, rules, and regulations. There are no stop orders in effect with respect to any of CXN’s securities.

Section 3.11 Tax Returns, Payments and Elections. CXN has timely filed all tax returns, statements, reports, declarations, and other forms and documents and has, to date, paid all taxes due.

Section 3.12 ’34 Act Reports. None of CXN’s filings with the SEC contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading, in light of the circumstances in which they were made.

Section 3.13 Survival. Each of the representations and warranties set forth in this Article III shall be deemed represented and made by CXN at the Closing as if made at such time.

Section 3.14  Legend. Each certificate representing the CXN Shares shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable United States federal or state securities laws:

“THESE SECURITIES ARE BEING OFFERED TO SHAREHOLDERS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”

“TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION.  HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF KPI AND EACH KPI SHAREHOLDER

KPI and the KPI Shareholders, severally, represent, warrant, and agree as follows as of the date of this Agreement and the Closing Date:

Section 4.01 Corporate Organization.

a. KPI is a corporation incorporated in the British Virgin Islands. It is duly organized, validly existing and in good standing in the British Virgin Islands and has all requisite corporate power and authority to own its properties and assets and to conduct its business and is duly qualified to do business, is in good standing in each jurisdiction wherein the nature of the business conducted by KPI or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of KPI.

b. Copies of the Articles of Association and the Memorandum of Association of KPI, with all amendments thereto to the date hereof, have been furnished to CXN, and such copies are accurate and complete as of the date hereof. The minute books of KPI are current as required by law, contain the minutes of all meetings of the Boards of Directors and shareholders of KPI, and adequately reflect all material actions taken by KPI’s Board of Directors and KPI’s shareholders.

Section 4.02 Title to Exchange Shares and Chain of Ownership.

As of the date hereof and on the Closing Date, each KPI Shareholder represents and warrants that he/she/it has and will have good and marketable title to his/her/its Exchange Shares and that he/she/it is transferring his/her/its Exchange Shares to CXN free and clear of any liens, claims or encumbrances. Further, each KPI Shareholder has and will have the right to transfer his/her/its Exchange Shares without consent of any other person or entity.

KPI wholly owns Kunpeng (China) Industrial Development Company Limited, a Hong Kong limited liability company (“KCIDC”); KCIDC owns 92% of the equity of King Eagle (China) Co, Ltd. (PRC), which is a foreign invested entity in the Peoples Republic of China (“King Eagle China”); King Eagle China has entered into various agreements with King Eagle (Tianjin) Technology Co., Ltd. (“King Eagle Technology”) under which it effectively controls King Eagle Technology through a series of contracts or variable interest entity arrangements. Each of the above-listed companies is duly organized, validly existing, and in good standing under the laws of their jurisdictions of incorporation, and each has all requisite corporate power and authority to own its properties and assets, and to conduct its business as now conducted, and is duly qualified to do business, is in good standing in each jurisdiction wherein the nature of the business conducted by or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of any of the companies.

Section 4.03 Authorization and Validity of Agreements. KPI has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by KPI, and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of KPI are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. The KPI Shareholders have approved this Agreement on behalf of KPI, and no other stockholder approvals are required to consummate the transactions contemplated hereby. The KPI Shareholders are competent and duly authorized to execute this Agreement and have the power to execute and perform this Agreement. No other proceedings on the part of KPI or any KPI Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.

Section 4.04 No Conflict or Violation. The execution, delivery and performance of this Agreement by KPI or any KPI Shareholder does not and will not violate or conflict with any provision of the constituent documents of KPI, and does not and will not violate any provision of law, or any order, judgment or decree of any court or other governmental or regulatory authority, nor violate, result in a breach of or constitute (with due notice or lapse of time or both) a default under or give to any other entity any right of termination, amendment, acceleration or cancellation of any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which KPI or any KPI Shareholder is a party or by which any of them is bound or to which any of their respective properties or assets is subject, nor result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever upon any of the properties or assets of KPI or any KPI Shareholder, nor result in the cancellation, modification, revocation or suspension of any of the licenses, franchises or permits to which KPI or any KPI Shareholder is bound.

Section 4.05 Investment Representations.

a. The CXN Shares will be acquired hereunder solely for the account of the KPI Shareholders, for investment. Each KPI Shareholder understands that the CXN Shares must be held indefinitely unless such CXN Shares are resold in accordance with the provisions of Regulation S, are subsequently registered under the Securities Act or an exemption from registration is available. Each KPI Shareholder understands and is able to bear any economic risks associated with such investment in the CXN Shares. Each KPI Shareholder has had full access to all the information he/she/it considers necessary or appropriate to make an informed investment decision with respect to the CXN Shares to be acquired under this Agreement. Each KPI Shareholder further has had an opportunity to ask questions and receive answers from CXN’s directors regarding CXN and to obtain additional information (to the extent CXN’s directors possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to such shareholder or to which such shareholder had access. Each KPI Shareholder is at the time of the offer and execution of this Agreement, domiciled outside the United States (a “Non-U.S. Shareholder”) and/or is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act). Each KPI Shareholder understands that CXN is under no obligation to register the CXN Shares under the Securities Act, or to assist such KPI Shareholder in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. 

b. No Non-U.S. Shareholder, nor any affiliate of any Non-U.S. Shareholder, nor any person acting on behalf of any Non-U.S. Shareholder or on behalf of any such affiliate, has engaged or will engage in any activity undertaken for the purpose of, or that reasonably could be expected to have the effect of, conditioning the markets in the United States for the CXN Shares, including, but not limited to, effecting any sale or short sale of securities through any Non-U.S. Shareholder or any affiliate of any Non-U.S. Shareholder prior to the expiration of any restricted period contained in Regulation S promulgated under the Securities Act (any such activity being defined herein as a “Directed Selling Effort”). To the best knowledge of the Non-U.S. Shareholders, this Agreement and the transactions contemplated herein are not part of a plan or scheme to evade the registration provisions of the Securities Act, and the CXN Shares are being acquired for investment purposes by the Non-U.S. Shareholder. The Non-U.S. Shareholders agree that all offers and sales of CXN Shares from the date hereof and through the expiration of any restricted period set forth in Rule 903 of Regulation S (as the same may be amended from time to time hereafter) shall not be made to U.S. Persons or for the account or benefit of U.S. Persons and shall otherwise be made in compliance with the provisions of Regulation S and any other applicable provisions of the Securities Act. Neither any Non-U.S. Shareholder nor the representatives of any Non-U.S. Shareholder have conducted any Directed Selling Effort as that term is used and defined in Rule 902 of Regulation S and no Non-U.S. Shareholder nor any representative of any Non-U.S. Shareholder will engage in any such Directed Selling Effort within the United States through the expiration of any restricted period set forth in Rule 903 of Regulation S. 

Section 4.06 Not a Broker-Dealer. Each of the KPI Shareholders represents that he/she/it is not a registered representative under the Financial Industry Regulatory Authority (“FINRA”), a member of FINRA or associated or Affiliated (as defined below) with any member of FINRA, nor a broker-dealer registered with the SEC under the Exchange Act of 1934 (“Exchange Act”) or engaged in a business that would require it to be so registered, nor is he/she/it an Affiliate of a broker-dealer or any Person engaged in a business that would require him/her/it to be registered as a broker-dealer. In the event any KPI Shareholder is a member of FINRA, or associated or Affiliated with a member of FINRA, such KPI Shareholder agrees, if requested by FINRA, to sign a lock-up, the form of which shall be satisfactory to FINRA with respect to the CXN Shares. “Affiliate” means, with respect to any specified Person: (i) if such Person is an individual, the spouse of that Person and, if deceased or disabled, his heirs, executors or legal representatives, if applicable, or any trusts for the benefit of such individual or such individual’s spouse and/or lineal descendants, or (ii) otherwise, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the Person specified. As used in this definition, “control” shall mean the possession, directly or indirectly, of the power to cause the direction of the management and policies of a Person, whether through the ownership of voting securities or by contract or other written instrument. “Person” shall mean an individual, entity, corporation, partnership, association, limited liability company, limited liability partnership, joint-stock company, trust or unincorporated organization.

Section 4.07 Brokers’ Fees. Each KPI Shareholder represents that he/she/it has no liability to pay any fees or commissions or other consideration to any broker, finder or agent with respect to the transactions contemplated by this Agreement.

Section 4.08 Disclosure. This Agreement, the schedules hereto and any certificate attached hereto or delivered in accordance with the terms hereof by or on behalf of KPI or an KPI Shareholder in connection with the transactions contemplated by this Agreement, when taken together, do not contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements contained herein and/or therein not misleading.

Section 4.9 Not an Underwriter. Each of the KPI Shareholders represents that he/she/it is not an underwriter of CXN Shares, nor is he/she/it an affiliate of an underwriter of CXN Shares.

Section 4.10 No Advice from CXN. Each KPI Shareholder acknowledges that he/she/it has received, and fully and carefully reviewed and understands, copies of CXN’s filings with the SEC periodically (the “SEC Filings”), either in hard copy or electronically through the SEC’s EDGAR system at http://www.sec.gov. Each KPI Shareholder also acknowledges that he/she/it has had the opportunity to review this Agreement, the exhibits hereto and the transactions contemplated by this Agreement with his/her/its own legal counsel and investment and tax advisors. Except for any statements or representations of CXN made in this Agreement, each KPI Shareholder is relying solely on such counsel and advisors and not on any statements or representations of CXN or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction. Each KPI Shareholder has consulted, to the extent deemed appropriate by him/her/it, with his/her/its own advisers as to the financial, tax, legal and related matters concerning an investment in the CXN Shares and on that basis believes that his/her/its investment in the CXN Shares is suitable and appropriate for him/her/it.

Section 4.11 Regulation S Exemption. Each KPI Shareholder understands that the CXN Shares are being offered and sold to him/her/it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act, as amended, and that CXN is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of each KPI Shareholder set forth herein in order to determine the applicability of such exemptions and the suitability of each KPI Shareholder to acquire CXN Shares.  In this regard, each KPI Shareholder represents, warrants and agrees that:

(i) He/she/it is not a U.S. Person or an affiliate (as defined in Rule 501(b) under the Securities Act) of CXN and he/she/it is not acquiring CXN Shares for the account or benefit of a U.S. Person. A “U.S. Person” means any one of the following:

(A) any natural person resident in the United States of America;

(B) any partnership, limited liability company, corporation or other entity organized or incorporated under the laws of the United States of America;

(C) any estate of which any executor or administrator is a U.S. Person;

(D) any trust of which any trustee is a U.S. Person;

(E) any agency or branch of a foreign entity located in the United States of America;

(F) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;

(G) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States of America; and

(H) any partnership, company, corporation or other entity if:

(1) organized or incorporated under the laws of any foreign jurisdiction; and

(2) formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

(ii) At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, each KPI Shareholder was outside of the United States.

(iii) He/she/it will not, during the period commencing on the date of issuance of the CXN Shares and ending on the six-month anniversary of such date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted Period”), offer, sell, pledge or otherwise transfer CXN Shares in the United States, or to a U.S. Person for the account or for the benefit of a U.S. Person or otherwise in a manner that is not in compliance with Regulation S.

(iv) Each KPI Shareholder will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer CXN Shares only pursuant to registration under the Securities Act or an available exemption therefrom and in accordance with all applicable state and foreign securities laws.

(v) He/she/it was not in the United States engaged in, and prior to the expiration of the Restricted Period will not engage in, any short selling of or any hedging transaction with respect to CXN Shares, including without limitation, any put, call or other option transaction, option writing or equity swap.

(vi) Neither the KPI Shareholder, nor any person acting on his/her/its behalf, has engaged, nor will engage, in any directed selling efforts to a U.S. Person with respect to CXN Shares, and the KPI Shareholder, and any person acting on his/her/its behalf, have complied and will comply with the “offering restrictions” requirements of Regulation S under the Securities Act.

(vii) The transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act.

(viii) Neither the KPI Shareholder nor any person acting on his/her/its behalf, has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the CXN Shares. Each KPI Shareholder agrees not to cause any advertisement of CXN Shares to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to CXN Shares, except such advertisements that include the statements required by Regulation S under the Securities Act, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities laws.

Section 4.12 No Advertisements. The KPI Shareholder is not purchasing CXN Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or via the Internet, or presented at any seminar or meeting, and he/she/it is not aware of any public advertisement or general solicitation in respect of CXN or its securities.

Section 4.13 Legend. Each KPI Shareholder acknowledges and agrees that the CXN Shares shall bear a restrictive legend (the “Legend”), as set forth above in Section 3.14, prohibiting the offer, sale, pledge or transfer of the securities, except (i) pursuant to an effective registration statement filed under the Securities Act, (ii) in accordance with the applicable provisions of Regulation S, promulgated under the Securities Act, (iii) pursuant to an exemption from registration provided by Rule 144 under the Securities Act (if available), and (iv) pursuant to any other exemption from the registration requirements of the Securities Act or for estate planning purposes (subject to any escrow restrictions).

Section 4.14 Economic Considerations. The KPI Shareholder is not relying on CXN or its affiliates or agents with respect to economic considerations involved in this investment. Each KPI Shareholder has relied solely on his/her/its own advisors. 

Section 4.15 Compliance with Laws. Any resale of CXN Shares during the “distribution compliance period” as defined in Rule 902(f) to Regulation S shall only be made in compliance with exemptions from registration afforded by Regulation S. Further, any such sale of CXN Shares in any jurisdiction outside of the United States will be made in compliance with the securities laws of such jurisdiction. The KPI Shareholders will not offer to sell or sell CXN Shares in any jurisdiction unless they obtain all required consents, if any. Each KPI Shareholder acknowledges that he/she/it is familiar with Rule 144 (“Rule 144”) under the Securities Act and has been advised that Rule 144 permits resales only under certain circumstances. Each KPI Shareholder understands that to the extent that Rule 144 is not available, he/she/it will be unable to sell any CXN Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement. 

Section 4.16 Receipt of Information. Each KPI Shareholder has received all documents, records, books and other information pertaining to his/her/its investment in CXN that has been requested by him/her/it.

Section 4.17 Information Available. Each KPI Shareholder acknowledges he/she/it has availed himself/herself/itself of full access to CXN’s public reports filed with the SEC, which reports can be retrieved from commercial document retrieval services and at the website maintained by the SEC at http://www.sec.gov.

Section 4.18 No Reliance.  Other than as set forth herein, the KPI Shareholder is not relying upon any other information, representation or warranty by CXN or any officer, director, stockholder, agent or representative of CXN in determining to invest in CXN Shares.  Each KPI Shareholder has consulted, to the extent deemed appropriate by him/her/it, with his/her/its own advisers as to the financial, tax, legal and related matters concerning an investment in CXN Shares and on that basis believes that the investment in CXN Shares is suitable and appropriate for him/her/it.

Section 4.19 No Governmental Review.  Each KPI Shareholder is aware that no federal or state agency has (i) made any finding or determination as to the fairness of this investment, (ii) made any recommendation or endorsement of CXN Shares or CXN, or (iii) guaranteed or insured any investment in CXN Shares or any investment made by CXN.

Section 4.20 Potential Loss of Investment.  Each KPI Shareholder understands that an investment in CXN Shares is a speculative investment which involves a high degree of risk and the potential loss of his/her/its entire investment. Each KPI Shareholder has considered carefully and understands the risks associated with an investment in CXN Shares as set forth in CXN’s SEC Filings.

Section 4.21 Financial Statements.

On or before the Closing Date, CXN shall have been furnished with the following financial statements (“Financial Statements”):

Consolidated Balance Sheet as of September 30, 2020 and Unaudited Interim Condensed Consolidated Balance Sheet as of March 31, 2021

Consolidated Statement of Operations and Comprehensive Loss from Inception through September 30, 2020 and Unaudited Interim Condensed Consolidated Statement of Operations and Comprehensive Loss for the Six Months Ended March 31, 2021

Consolidated Statement of Changes in Stockholders’ Equity from Inception through September 30, 2020 and Unaudited Interim Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Six Months Ended March 31, 2021

Consolidated Statement of Cash Flows from Inception through September 30, 2020 and Unaudited Interim Condensed Consolidated Statement of Cash Flows for the Six Months Ended March 31, 2021

Unaudited Pro Forma Condensed Combined Financial Data

Unaudited Pro Forma Condensed Balance Sheet as of March 30, 2021 and September 30, 2020

Unaudited Pro Forma Condensed Statements of Operations for the Six Months Ended March 31, 2021 and from Inception through September 30, 2020

(b) Each set of Financial Statements (including, in each case, any related notes thereto) was prepared in accordance with US GAAP (“GAAP”), applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents in all material respects the financial position of KPI and its consolidated subsidiaries at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to have a Material Adverse Effect.

(c) As of the date of all balance sheets included in each set of financial statements, except as and to the extent reflected or reserved against therein, KPI had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly in all material respects the value of the assets of KPI, in accordance with GAAP.  All statements of operations, stockholders’ equity and cash flows included in the KPI financial statements reflect fairly in all material respects the information required to be set forth therein by GAAP.

Section 4.22 Survival. Each of the representations and warranties set forth in this Article IV shall be deemed represented and made by KPI and each KPI Shareholder at the Closing as if made at such time.

ARTICLE V
COVENANTS

Section 5.01 Certain Changes and Conduct of Business.

a. From and after the date of this Agreement and until the Closing Date, CXN and KPI shall conduct their businesses solely in the ordinary course consistent with past practices and in a manner consistent with all representations, warranties or covenants contained herein, and without the prior written consent of the other party, neither CXN nor KPI will, except as required or permitted pursuant to the terms hereof:

Section 5.02 Access to Properties and Records. KPI shall afford to CXN’s accountants, counsel and authorized representatives, and CXN shall afford to KPI’s accountants, counsel and authorized representatives full access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement) to all of such party’s properties, books, contracts, commitments and records and, during such period, shall furnish promptly to the requesting party all other information concerning the other party’s business, properties and personnel as the requesting party may reasonably request, provided that no investigation or receipt of information pursuant to this Section 5.02 shall affect any representation or warranty of or the conditions to the obligations of any party.

Section 5.03 Negotiations. From and after the date hereof until the earlier of the Closing or the termination of this Agreement, no party to this Agreement nor its officers or directors (subject to such director’s fiduciary duties) nor anyone acting on behalf of any party or other persons shall, directly or indirectly, encourage, solicit, engage in discussions or negotiations with or provide any information to, any person, firm or other entity or group concerning any merger, sale of substantial assets, purchase or sale of shares of capital stock or similar transaction involving any party. A party shall promptly communicate to any other party any inquiries or communications concerning any such transaction which they may receive or of which they may become aware.

Section 5.04 Consents and Approvals. The parties shall:

Section 5.05 Public Announcement. Unless otherwise required by applicable law, the parties hereto shall consult with each other before issuing any press release or otherwise making any public statements with respect to this Agreement and shall not issue any such press release or make any such public statement prior to such consultation.

Section 5.06 Stock Issuance. From and after the date of this Agreement until the Closing Date, neither CXN nor KPI shall issue any additional shares of its capital stock.

ARTICLE VI

CONDITIONS TO OBLIGATIONS OF CXN

The obligations of CXN to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by CXN in its sole discretion:

Section 6.01 Representations and Warranties of KPI and the KPI Shareholders. All representations and warranties made by KPI and the KPI Shareholders in this Agreement shall be true and correct on and as of the Closing Date as if again made by them as of such date.

Section 6.02 Agreements and Covenants. KPI and the KPI Shareholders shall have performed and complied in all material respects to all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

Section 6.03 Consents and Approvals. Consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or foreign, and of any other person, firm or corporation, required in connection with the execution, delivery and performance of this Agreement shall be in full force and effect on the Closing Date.

Section 6.04 No Violation of Orders. No preliminary or permanent injunction or other order issued by any court or governmental or regulatory authority, domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental or regulatory authority, which declares this Agreement invalid in any respect or prevents the consummation of the transactions contemplated hereby, or which materially and adversely affects the assets, properties, operations, prospects, net income or financial condition of KPI shall be in effect; and no action or proceeding before any court or governmental or regulatory authority, domestic or foreign, shall have been instituted or threatened by any government or governmental or regulatory authority, domestic or foreign, or by any other person or entity which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the validity or enforceability of this Agreement.

Section 6.05 Due Diligence Review. CXN shall have completed its due diligence review of KPI and shall be reasonably satisfied with the results of such review.

Section 6.06 Completion of Audits. Audits of KPI and the subsidiaries for the periods required for the filing of the Form 8-K shall have been completed.

ARTICLE VII

CONDITIONS TO OBLIGATIONS OF KPI

AND THE KPI SHAREHOLDERS

The obligations of KPI and the KPI Shareholders to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by KPI in its sole discretion:

Section 7.01 Representations and Warranties of CXN. All representations and warranties made by CXN in this Agreement shall be true and correct on and as of the Closing Date as if again made by CXN as of such date.

Section 7.02 Agreements and Covenants. CXN shall have performed and complied in all material respects to all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

Section 7.03 Consents and Approvals. Consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or foreign, and of any other person, firm or corporation, required in connection with the execution, delivery and performance of this Agreement shall be in full force and effect on the Closing Date.

Section 7.04 No Violation of Orders. No preliminary or permanent injunction or other order issued by any court or governmental or regulatory authority, domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental or regulatory authority, which declares this Agreement invalid in any respect or prevents the consummation of the transactions contemplated hereby, or which materially and adversely affects the assets, properties, operations, prospects, net income or financial condition of CXN shall be in effect; and no action or proceeding before any court or governmental or regulatory authority, domestic or foreign, shall have been instituted or threatened by any government or governmental or regulatory authority, domestic or foreign, or by any other person, or entity which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the validity or enforceability of this Agreement.

Section 7.05 Resignation of Sole Officer and Director. The sole officer and director of CXN shall have submitted his resignation as an officer and as a director of CXN, effective immediately after the Closing. It is understood that the vacancy on the Board of Directors created by said resignation shall be filled by the person or persons nominated by the KPI Shareholders.

Section 7.06 Cancellation of Shares of Common Stock. Mr. Wenhai Xia shall have entered into the Share Cancellation Agreement attached hereto as Exhibit 1, so that those shares are returned to the status of authorized, and unissued shares that can be issued to the KPI Shareholders in connection with the Closing of this transaction.

ARTICLE VIII 

TERMINATION AND ABANDONMENT

Section 8.01 Methods of Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned at any time before the Closing:

By the mutual written consent of CXN, KPI and each of the KPI Shareholders.

b. By the KPI Shareholders, upon a material breach of any representation, warranty, covenant or agreement on the part of CXN set forth in this Agreement;

c. By CXN upon a material breach of any representation, warranty, covenant or agreement on the part of KPI or any of the KPI Shareholders set forth in this Agreement;

d. By any of KPI, all of the KPI Shareholders or CXN, if the Closing shall not have been consummated before sixty (60) days after the date hereof.

e. By any of KPI, all of the KPI Shareholders or CXN if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Section 8.02 Procedure Upon Termination. In the event of termination and abandonment of this Agreement by any party pursuant to Section 8.01, written notice thereof shall forthwith be given to the other parties and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action. If this Agreement is terminated as provided herein, no party to this Agreement shall have any liability or further obligation to any other party to this Agreement; provided, however, that no termination of this Agreement pursuant to this Article VIII shall relieve any party of liability for a breach of any provision of this Agreement occurring before such termination.

ARTICLE IX
MISCELLANEOUS

Section 9.01 Governing Law. This Agreement shall be governed by and construed in all respects by the internal laws of Nevada (except for the proper application of the United States federal securities laws), without giving effect to any choice of law or conflict of law provision or rule (whether of the British Virgin Islands, the Hong Kong Special Administrative Region, the Peoples Republic of China or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than Nevada.

Section 9.02 Notices, Etc. Unless otherwise specified within a provision of this Agreement all notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by email or facsimile (provided confirmation of transmission is electronically or mechanically generated and kept on file by the sending party); (iii) ten business days after deposit with the Post Office in Nevada, the British Virgin Islands, Hong Kong or the PRC, as applicable, when sent by registered or certified mail; or (iv) one business day after deposit with a recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses, email addresses and facsimile numbers for such communications shall be:

If to CXN:

CX NETWORK Group, Inc.

Room 1205, 1A Building, Shenzhen Software Industry Base,

Xuefu Rd, Nanshan District, Shenzhen, PRC

Attention: Wenhai Xia

Email: 631615221@qq.com

With a copy to:

Schlueter & Associates, P.C.

5290 DTC Parkway, Suite 150

Greenwood Village, Colorado 80111

Attention: Henry F. Schlueter, Esq.

Email: hfs@schlueterintl.com

Facsimile: +1-303-648-5663

If to KPI:

Unit 2702, Building T1, The Han’s Plaza,

No. 2 Ronghua South Road,

Beijing Economic and Technological Zone,

Beijing, PRC

Attention: Chengyuan Li

Email: 309949193@qq.com

If to Kunpeng Tech Limited:

Unit 2702, Building T1, The Han’s Plaza,

No. 2 Ronghua South Road,

Beijing Economic and Technological Zone,

Beijing, PRC

Attention: Zhizhong Wang

Email: 529650662@qq.com

If to Kunpeng TJ Limited:

Unit 2702, Building T1, The Han’s Plaza,

No. 2 Ronghua South Road,

Beijing Economic and Technological Zone,

Beijing, PRC

Attention: Chengyuan Li

Email: 309949193@qq.com

Ms. Pui Chun Wong:

FLT B8 28/F CAUSEWAY CTR

28 HARBOUR RD WAN CHAI

HONG KONG, PRC

Email: matpcw@yahoo.com.hk

Mr. Sheng Liao:

1028 BLUEBONNET DR

SUNNYVALE CA 94086-6758

Email: liaosheng@hotmail.com

Mr. Wenqiang Wang:

FLT A 6/F ST FRANCIS MANSION

4-6 ST FRANCIS ST

WANCHAI, HONG KONG, PRC

Email: wangwenqiang@gmail.com

With a copy to:

Schlueter & Associates, P.C.

5290 DTC Parkway, Suite 150

Greenwood Village, Colorado 80111

Attention: Henry F. Schlueter, Esq.

Email: hfs@schlueterintl.com

Facsimile: +1-303-648-5663

Section 9.03 Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the parties hereto. No waiver by any party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

Section 9.04 Expenses. Each party shall be responsible for their own costs and expenses.

Section 9.05 Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

Section 9.06 Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 9.07 Severability. If any provision of this Agreement is held by final judgment of a court of competent jurisdiction to be invalid, illegal or unenforceable, such invalid, illegal or unenforceable provision shall be severed from the remainder of this Agreement, and the remainder of this Agreement shall be enforced. In addition, the invalid, illegal or unenforceable provision shall be deemed to be automatically modified, and, as so modified, to be included in this Agreement, such modification being made to the minimum extent necessary to render the provision valid, legal and enforceable. Notwithstanding the foregoing, however, if the severed or modified provision concerns all or a portion of the essential consideration to be delivered under this Agreement by one party to the other, the remaining provisions of this Agreement shall also be modified to the extent necessary to equitably adjust the parties’ respective rights and obligations hereunder.

Section 9.08 Telecopy Execution and Delivery. A facsimile, telecopy, email or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile transmission, by e-mail delivery of a “.pdf” format data file or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.

Section 9.09 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and thereof. All proposals, negotiations and representations (if any) made prior, and with reference to the subject matter of this Agreement, are merged herein. This Agreement has been negotiated by the parties and their respective counsel and will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against any party. Neither CXN nor KPI nor any KPI Shareholder shall be bound by any oral agreement or representation, irrespective of when made.

Section 9.10 Survival of Representations, Warranties and Covenants. All of the representations and warranties made herein shall survive the execution and delivery of this Agreement, any investigation by or on behalf of KPI or any KPI Shareholder or acceptance of CXN Shares and payment therefor and shall survive until such time as CXN Shares have been sold or redeemed in full in cash. All covenants and indemnities made herein shall survive in perpetuity, unless otherwise provided in this Agreement.

Section 9.11 Remedies Cumulative. No failure or delay on the part of CXN, KPI or any KPI Shareholder in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to CXN, KPI or any KPI Shareholder at law, in equity or otherwise.

Section 9.12 Further Assurances. Each of the parties shall execute such documents and perform such further acts (including, without limitation, obtaining any consents, exemptions, authorizations or other actions by, or giving any notices to, or making any filings with, any governmental authority) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

Section 9.13 Disputes. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to this Agreement shall be referred to and finally resolved by arbitration administered by the Beijing Arbitration Commission (“BAC”) under the UNCITRAL Arbitration Rules in force when the notice of arbitration is submitted, as modified by the BAK Procedures for Administration of International Arbitration. The BAC shall administer any arbitration, which shall also be the appointing authority. The place of arbitration shall be in Beijing at the BAC, and the law of this arbitration clause shall be the law of the Peoples Republic of China. All matters relating to the Agreement shall be determined under Nevada law as provided above in Section 9.01. The number of arbitrators shall be one, and the arbitration proceedings shall be conducted in the English language. The parties to this Agreement expressly agree that the arbitrator shall award costs and attorneys’ fees in connection with any such arbitration proceeding in accordance with the provisions of the UNCITRAL Arbitration Rules or as the arbitrator shall determine in his or her sole and absolute discretion.

Section 9.14 Disclosure and Waiver of Conflicts. The parties acknowledge and agree that: (i) representatives of Schlueter & Associates, P.C., the attorneys that prepared this Agreement (the “Attorney”), have acted as legal counsel to KPI and the KPI Shareholders, (ii) CXN acknowledges it has been advised by the Attorney that CXN should have its own legal counsel to advise it with respect to this Agreement and the transactions that are contemplated by this Agreement, (iii) CXN has decided even after being advised by the Attorney that it should each have its own separate legal counsel to not seek its own separate legal counsel, and (iv) CXN understands that the Attorney is not representing CXN.

Section 9.15 Public Announcements. CXN shall promptly, but no later than four (4) business days following the effective date of this Agreement, issue a press release disclosing the transactions contemplated hereby. CXN shall also file with the SEC a Form 8-K describing the material terms of the transactions contemplated hereby as soon as practicable following the Closing Date but in no event more than four (4) business days following the Closing Date. Prior to the Closing Date, CXN, KPI and the KPI Shareholders shall consult with each other in issuing the Form 8-K, the press release and any other press releases or otherwise making public statements or filings and other communications with the SEC or any regulatory agency or stock market or trading facility with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public statement, filings or other communications without the prior written consent of the other parties, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which case the disclosing party shall provide the other party with prior notice of no less than three (3) calendar days, of such public statement, filing or other communication and shall incorporate into such public statement, filing or other communication the reasonable comments of the other party.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.